Haynes International Inc.

04/16/2024 | Press release | Distributed by Public on 04/16/2024 11:20

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

At a special meeting of stockholders of Haynes International, Inc. (the "Company") held on April 16, 2024 (the "Special Meeting"), the Company's stockholders voted to approve the Company's pending acquisition by North American Stainless, Inc. As of the close of business on March 11, 2024, the record date for the Special Meeting, there were 12,782,992 shares of the Company's common stock outstanding and entitled to vote. A total of 10,587,947 shares of the Company's common stock were present in person (virtually) or by proxy at the Special Meeting, representing approximately 82.82% of the total number of shares outstanding and entitled to vote at the Special Meeting, which constituted a quorum. As of the date of this Current Report on Form 8-K, the transaction is expected to close in the third calendar quarter of 2024, as described in the Company's proxy statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on March 18, 2024 (the "Proxy Statement").

At the Special Meeting, the Company's stockholders voted on the proposals listed below, which are described in detail in the Proxy Statement. The final, certified results reported by the Company's independent inspector of elections for each proposal are set forth below.

Proposal 1: The Merger Proposal

To adopt the Agreement and Plan of Merger, dated as of February 4, 2024 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, North American Stainless, Inc., a Delaware corporation ("Parent"), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and solely for the purpose of certain sections therein, Acerinox S.A., a Spanish sociedad anonima.

The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:

Votes For Votes
Against
Abstentions
10,578,609 3,842 5,496

Proposal 2: The Compensation Proposal

To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the transactions contemplated by the Merger Agreement.